1. Signals delivered by IP will be transmitted as of the Commencement Date over Internet Protocol (“IP”) technology for reception by Customer at an agreed-upon point of interconnection within the customer’s country (the “Internet POI”). It will be Customer’s sole responsibility to maintain Internet access at the Internet POI with appropriate download capacity for the high quality reception of the Signals over IP.
2. Signals delivered via Satellite will be transmitted as of the Commencement Date on C-band SES 3 satellite located at 103W, using Scientific Atlanta PowerVu MPEG-4 encryption technology. Gulfcom may change the satellite that it employs for the distribution of the Signals. Gulfcom will provide written notice to Customer of any such change. If a new satellite does not have the same or better EIRP for the location of Customer’s subscribers in their country, Customer may terminate this Agreement. The satellite and encryption technology employed by Gulfcom at any time is referred to as the “Satellite".
3. It will be Customer’s sole responsibility to provide and maintain all compatible equipment and capacities necessary for the high quality reception of the Signals from the Satellite and/or for the high quality reception of Signals from the Internet or Fiber POI. Such equipment will include, among other things, compatible, servers, receivers and or decoders required for reception and descrambling of the Signals. Gulfcom will authorize and de-authorize decoders of Customer in accordance with Customer's instructions.
4. For all Signals other than the GVTV Services, Gulfcom has no responsibility for the content of the Signals and is merely acting as a passive carrier that is transporting the Signals from their point of origination to Customer so that Customer may retransmit the Signals to the subscribers of its MVPDs in their country.
5. With respect to the GVTV Services, Gulfcom represents and warrants that Customer will not require any consents, licenses or clearances from any third party in order to receive and retransmit the GVTV Services in their country, with the sole exception of consents or the payment of royalties that may be required under applicable law of the Territory for the performance of some of the music contained in the GVTV Services. Customer shall be solely responsible for obtaining any such consents or paying any such royalties.
6. Each party shall indemnify, defend and hold harmless the other from and against any and all liabilities, claims, damages, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising directly or indirectly out of any breach of any of its obligations under these Terms, or its representations and warranties set forth herein.
7. Customer acknowledges that circumstances may require Gulfcom to cease distributing one or more of the Signals. If Gulfcom is required to cease distribution of five or more Signals, Gulfcom may terminate Agreements as it relates to such Signals and substitute other signals, or may terminate Agreements in its entirety, by written notice to Customer effective on the date specified by Gulfcom in such notice. Gulfcom will endeavour to give as much advance notice of such cessation as is possible in the circumstances.
8. If Customer does not comply with its obligations under these Terms, Gulfcom may, in addition to any other remedies that may be available to it in the circumstances, elect to de-authorize any or all of the I.P. or Satellite receivers, servers, decoders or any other equipment employed by Customer to provide services to Customer and or others for the reception of the Signals until the default has been cured.
10. Customer acknowledges and agrees that these Terms do not create any direct or indirect contractual relationship between Gulfcom and subscribers of Customer’s MVPDs.
11. The parties agree that in no event will either of them be liable for any indirect, incidental, consequential, punitive, special or other similar damages (whether in contract, tort, strict liability or under any theory of liability), including but not limited to, loss of actual or anticipated revenues or profits, loss of business, customers or good will, even if a party has been advised of the possibility of such damages.
12. Customer is solely responsible for obtaining and maintaining all licenses, authorizations and permits that are required under applicable law in their Territory for the reception and retransmission of the Signals pursuant to this Agreement.
13. Customer may not distribute the Signals to any Multichannel Video Programming Distributors (MVPD), whether located inside or outside the customer’s country, or to any other person who retransmits the Signals by any means, without written approval from Gulfcom.
14. This Agreement constitutes the entire Terms between the parties and there are no other representations, warranties or oral agreements relating to the subject matter of these Terms.